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BYLAWS
OF
REDMOND CYCLING CLUB
Article I. Offices
The principal office of the Corporation shall be located at its principal place of
business or such other place as the Board of Directors (“Board”) may designate. The
Corporation may have such other offices, either within or without the State of
Washington, as the Board may designate or as the business of the Corporation may
require from time to time.
Article II. Membership
2.1 Classes of Members. The Corporation shall initially have one class of members.
Additional classes of members, the manner of election or appointment of each
class of members and the qualifications and rights of each class of members
may be established by amendment to these Bylaws.
2.2 Qualifications for Membership. Membership is open to anyone with an interest
in cycling for sport and fitness. All initial and renewal applications for
membership shall be accompanied by membership dues. Only members who
have paid their dues for the current calendar year shall appear on the
membership roster. Members may have such other qualifications as may be
prescribed by amendment to these Bylaws.
2.3 Term. Membership shall be on a calendar year basis beginning on January 1st
and ending on December 31st.
2.4 Dues. Annual membership dues will be collected from members in January of
each year in an amount to be determined by the Directors. Renewing members
who have not paid their dues by the end of January will receive a warning with
their February newsletter. Any members who have not paid by the end of
March will lose their membership status and be removed from the membership
roster. Members joining after September 1st will have their membership dues
waived for the remainder of the current calendar year.
2.5 Voting Rights. Members who have paid their membership dues receive full
member benefits and voting rights with each member having one (1) vote.
Members shall have voting rights with respect to any matter, including the
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elections of Directors. Additional voting rights of members may be established
by amendment to these Bylaws.
2.6 Annual Meeting. The annual meeting of the members shall be held at such
place and such day and hour during the month of December as designated by
the President or the Board. At the annual meeting, the officers of the
Corporation shall report on the finances of the Corporation and on the
Corporation’s current and future operations. The election of Directors to the
Board of Directors shall take place at the annual meeting.
2.7 Special Meetings. The President or the Board may call special meetings of the
members for any purpose, to be held at such place and such day and hour as
may be designated by the person or persons calling the meeting.
2.8 Notice of Meetings. The President, the Secretary or the Board shall cause to be
delivered to each member entitled to notice of or to vote at the meeting, either
personally, by e-mail or by mail, not less than fourteen nor more than fifty days
before the meeting, written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. If such notice is mailed, it shall be deemed delivered when
deposited in the official government mail properly addressed to the member at
the member’s address as it appears in the records of the Corporation, with
postage thereon prepaid.
2.9 Waiver of Notice. Whenever any notice is required to be given to any member
under the provisions of these Bylaws, the Articles of Incorporation, or
applicable Washington law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting need to be
specified in the waiver of notice of such meeting.
2.10 Quorum. Fifteen percent (15%) of the members of the Corporation represented
in person or by proxy shall constitute a quorum at a meeting of the members. If
less than fifteen percent (15%) of the members is represented at a meeting, a
majority of the members so represented may adjourn the meeting from time to
time without further notice. Each member entitled to vote with respect to the
subject matter of an issue submitted to the members shall be entitled to cast one
vote on each such issue.
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2.11 Manner of Acting. The vote of a majority of the members represented in person
or by proxy at a meeting at which a quorum is present shall be necessary for the
approval or adoption of any matter upon which the members vote, unless a
greater proportion is required by applicable Washington law, the Articles of
Incorporation, or these Bylaws.
2.12 Proxies. A member may vote by proxy executed in writing by the member or
the member’s attorney-in-fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. A proxy shall become
invalid eleven months after the date of its execution unless otherwise provided
in the proxy. A proxy with respect to a specific meeting shall entitle the holder
thereof to vote at any reconvened meeting following adjournment of such
meeting but shall not be invalid after the final adjournment thereof.
Article III. Board of Directors
3.1 Management Responsibility. The business and affairs of the Corporation shall
be managed by a Board of Directors.
3.2 Number. The Board shall consist of not less than five Directors, but shall be
large enough to remain representative of its geographical mandate as well as its
key sponsors and contributors. The number of Directors may be changed from
time to time by resolution of the Board, provided that no decrease in the number
shall have the effect of shortening the term of any incumbent Director.
3.3 Qualifications. Directors shall be members of the Corporation. Directors may
have such other qualifications as the Board may prescribe by amendment to
these Bylaws.
3.4 Classes. The Corporation shall initially have one class of Directors. Additional
classes of Directors, the manner of election or appointment of each class of
Directors and the qualifications and rights of each class of Directors may be
established by amendment to these Bylaws.
3.5 Election. Directors shall be elected each year at the annual meeting of the
membership by a majority vote of the qualified members then in attendance
pursuant to section 2.2 of the Bylaws.
3.6 Term of Office. Except for certain Directors in office upon adoption of these
Bylaws, each Director shall hold office for one year, or until his or her
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successor shall have been elected and qualified, or until he or she resigns or is
removed by the Board. A Director may be elected to serve more than one term.
3.7 Regular Meetings. Regular meetings of the Board of Directors or of any
committee designated by the Board may be held at such place and such day and
hour as shall from time to time be fixed by resolution of the Board or
committee, without other notice than the delivery of such resolution as provided
in Section 3.12.
3.8 Annual Meeting. An annual meeting of the Board of Directors shall be held
during the month of January at such place and such specific day and hour as
shall be fixed by resolution of the Board. In addition to such other business as
may properly come before the Board, the election of Officers shall take place at
the annual meeting. Final yearly reports from all serving officers, including
proposed annual budgets shall be presented formally at this meeting.
3.9 Special Meetings. Special meetings of the Board or any committee designated
and appointed by the Board may be called by the President or the Board, or, in
the case of a committee meeting, by the chairman of the committee, to be held
at such place and such day and hour as specified by the person or persons
calling the meeting.
3.10 Meetings by Telephone. Members of the Board or any committee designated by
the Board may participate in a meeting of such Board or committee by means of
a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
3.11 Place of Meetings. All meetings shall be held at the principal office of the
Corporation or at such other place within or without the State of Washington
designated by the Board, by any persons entitled to call a meeting or by a
waiver of notice signed by all Directors.
3.12 Notice of Meetings. Notice of Board or committee meetings shall be given to a
Director in writing, email or by personal communication with the Director not
less than fourteen days before the meeting. Notices in writing may be delivered,
mailed or e-mailed to the Directors at his or her address shown on the records
of the Corporation. Neither the business to be transacted at, nor the purpose of
any special meeting need be specified in the notice of such meeting. If notice is
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delivered by mail, the notice shall be deemed effective when deposited in the
official government mail properly addressed with postage thereon prepaid.
3.13 Waiver of Notice
3.13.1 In Writing. Whenever any notice is required to be given to any Director
under the provisions of these Bylaws, the Articles of Incorporation, or
applicable Washington law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the waiver
of notice of such meeting.
3.13.2 By Attendance. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
3.14 Quorum. The attendance of at least three Directors at any meeting shall
constitute a quorum for the transaction of business at any Board meeting. If a
quorum is not present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
3.15 Manner of Acting. The act of the majority of the Directors present at a meeting
at which there is a quorum shall be the act of the Board, unless the vote of a
greater number is required by theses Bylaws, the Articles of Incorporation or
applicable Washington law.
3.16 Presumption of Assent. A Director of the Corporation present at a Board
meeting at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his or her dissent or abstention is
entered in the minutes of the meeting, or unless such Director files a written
dissent or abstention to such action with the person acting as secretary of the
meeting before the adjournment thereof, or forwards such dissent or abstention
by registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent or abstain shall not apply to a
Director who voted in favor of such action.
3.17 Action by Board Without a Meeting. Any action which could be taken at a
meeting of the Board may be taken without a meeting if a written consent
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setting forth the action so taken is signed by each of the Directors. Such written
consent may be signed in two or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and the
same document. Any such written consent shall be inserted in the minute book
as if it were the minutes of a Board meeting.
3.18 Resignation. Any Director may resign at any time by delivering written notice
to the President or the Secretary at the registered office of the Corporation, or
by giving oral or written notice at any meeting of the Directors. Any such
resignation shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
3.19 Removal. At a meeting of the Board called expressly for that purpose, one or
more Directors may be removed from office, with or without cause, by a
majority of the votes cast at a meeting of the Board at which a quorum is
present. Directors shall be removed singly, with a separate vote taken for
removal of each Director. A Director shall not be entitled to vote on his or her
removal from the Board. Removal shall be effective immediately.
3.20 Vacancies. A vacancy in the position of Director may be filled by the
affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A Director who fills a vacancy shall serve for the
unexpired term of his or her predecessor in office.
3.21 Board Committees. The Board may by resolution from time to time designate
from among its members an Executive Committee, a Nominating Committee
and one or more other committees, each of which, to the extent provided by the
Board, shall have and may exercise the authority of the Board, provided that no
such committee shall have the authority of the Board of Directors in reference
to amending, altering, or repealing the Bylaws; electing, appointing or
removing any member of any such committee or any Director or officer of the
Corporation; amending the Articles of Incorporation; adopting a plan of merger
or adopting a plan of consolidation with another corporation; authorizing the
sale, lease or exchange of all or substantially all of the property and assets of the
Corporation not in the ordinary course of business; authorizing the voluntary
dissolution of the Corporation or revoking proceedings therefore; adopting a
plan for the distribution of the assets of the Corporation; amending, altering or
repealing any resolution of the Board of Directors which by its terms provides
that it shall not be amended, altered or repealed by such committee; or any other
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matter that by law the Board may not delegate to a committee. The Executive
Committee shall meet periodically between meetings of the full Board.
3.22 Compensation. The Directors shall receive no compensation for their service as
Directors, but may receive reimbursement for expenditures incurred on behalf
the Corporation, subject to the approval of the Board.
3.23 Nominations. Any member in good standing may be nominated for election to a
position on the Board of Directors, said nomination to be made by any other
member in good standing at the regular Club meeting scheduled in November
of each year, said meeting to be designated a Special Meeting in accordance
with Article 2.7 of these Bylaws. Nominee(s) need not be present at said
meeting, but may be nominated with his/her consent in absentia. Nominations
may also be made by proxy in accordance with Article 2.12 of these Bylaws.
Nominee(s) for Board position(s) are deemed to be standing for election upon
nomination, and neither a second of the nomination nor a vote of the members
present is required to validate the nomination.
Article IV. Officers
4.1 Number and Qualifications. The officers of the Corporation shall be the
President, Vice President, Secretary, Treasurer, Newsletter Editor and Social
Director, each of whom shall be elected by the Board. Other officers and
assistant officers may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and perform
such duties as are provided by these Bylaws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board an additional
title that the Board deems appropriate. Any two or more offices may be held by
the same person, except the offices of President and Secretary. Officers shall be
members of the Corporation.
4.2 Election and Term of Office. The officers of the Corporation shall be elected
each year by the Board at the Annual Board Meeting. Unless an officer dies,
resigns or is removed from office, he or she shall hold office until the next
year’s first regular meeting of the Board or until his or her successor is elected.
4.3 Resignation. Any officer may resign at any time by delivering written notice to
the President, the Secretary or the Board, or by giving oral or written notice at
any meeting of the Board. Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery thereof and,
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unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
4.4 Removal. Any officer or agent elected or appointed by the Board may be
removed from office by the Board whenever, in its judgment, the best interests
of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
4.5 Vacancies. A vacancy in any office created by the death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by the
Board for the unexpired portion of the term or for a new term established by the
Board.
4.6 President. The President shall be the chief executive and operating officer of the
Corporation, and shall preside over meetings of the Board. The President,
subject to the Board’s control, shall supervise and control all of the assets,
business and affairs of the Corporation. The President may sign deeds,
mortgages, bonds, contracts or other instruments, except when the signing and
execution thereof have been expressly delegated by the Board or by these
Bylaws to some other officer or agent of the Corporation or are required by law
to be otherwise signed or executed by some other officer or in some other
manner. In general, the President shall perform all duties incident to the office
of President and such other duties as are assigned to him or her by the Board
from time to time.
4.7 Vice President. If appointed by the Board, the Vice President shall perform all
duties incumbent upon the President during the absence or disability of the
President, and shall perform such other specialized duties as the Bylaws may
provide or the Board of Directors may prescribe.
4.8 Secretary. The Secretary shall:
a) Keep the minutes of meetings of the Board, and minutes which may be
maintained by committees of the Board;
b) See that all notices are duly given in accordance with the provision of these
Bylaws or as required by law;
c) Be custodian of the corporate records of the Corporation;
d) Keep records of the name and post office address of each member, Director,
and officer;
e) Sign with the President or other officer authorized by the President or the
Board, deeds, mortgages, bonds, contracts or other instruments; and
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f) In general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the
President or the Board.
In the absence of the Secretary, an Assistant Secretary may perform the duties
of the Secretary.
4.9 Treasurer. If requested by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board may determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such money in the name of the
Corporation in banks, trust companies or other depositories selected in
accordance with the provisions of these Bylaws; and in general perform all of
the duties incident of the office of Treasurer and such other duties as from time
to time may be assigned to him or her by the President or the Board. In the
absence of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.
4.10 Newsletter Editor. The Newsletter Editor shall manage and edit the publications
of the organization.
4.11 Social Director. The Social Director shall arrange such venues, locations, dates
and times as necessary for Membership meetings, Club social events and other
Club events as directed by the Board. The Social Director shall have primary
responsibility for establishment and maintenance of Club policy regarding
membership growth and retention, with the concurrence of the Board.
4.12 Transfer of Authority. In case of the absence of any officer of the Corporation
or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may transfer the powers or duties of that officer to any other
officer or to any Director or employee of the Corporation, provided a majority
of the full Board of Directors concurs.
4.13 Salaries. The salaries, if any, of the officers and agents shall be as fixed from
time to time by the Board or by any person or persons to whom the Board has
delegated such authority. No officer shall be prevented from receiving a salary
by reason of the fact that he or she is a Director of the Corporation.
Article V. Contracts, Etc.
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5.1 Contracts. The Board of Directors may authorize any officer or officers or agent
or agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation. Such authority may be general or
confined to specific instances.
5.2 Loans. The Corporation shall not borrow money and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to specific
instances. No loans shall be made and no credit shall be granted by the
Corporation to any of its members, Directors or officers.
5.3 Guarantees. The Corporation shall not make guarantees respecting the
contracts, securities or obligations of any person, including, but not limited to,
any member, any affiliated or unaffiliated individual, domestic or foreign, profit
or nonprofit, corporation, partnership, association, joint venture or trust unless
the Board of Directors determines that the guarantee may be reasonably
expected to benefit, directly or indirectly, the Corporation and approves the
specific guarantee.
5.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or agent or agents of the
Corporation and in such manner as may be determined from time to time by
resolution of the Board of Directors.
5.5 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
Article VI. Administrative Provisions
6.1 Books and Records. The Corporation shall keep at its principal or registered
office copies of its current Articles of Incorporation and Bylaws; correct and
adequate records of accounts and finances; minutes of the proceedings of its
members and Board, and any minutes which may be maintained by committees
of the Board; records of the name and address and class, if applicable, of each
member and Director, and of the name and post office address of each officer;
and such other records as may be necessary or advisable. All books and records
of the Corporation shall be open at any reasonable time to inspection by any
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member of three months standing or to a representative of more than 5% of the
membership.
6.2 Accounting Year. The accounting year of the Corporation shall be twelve
months ending December 31.
6.3 Rules of Procedure. The rules of procedure at meetings of the Board and
committees of the Board shall be rules contained in Roberts’ Rules of Order on
Parliamentary Procedure, newly revised, so far as applicable and when not
inconsistent with these Bylaws, the Articles of Incorporation or any resolution
of the Board. Members, Directors and Officers shall follow democratic
principles respecting the rights of others to hear, discuss and vote on issues
during the conduct of business and general meetings. Major decisions shall not
be taken without open discussion and vote.
6.4 Property. Property held by the Corporation is held for used solely for approved
rides and activities. The Corporate membership list and ride mailing list are
properties of the Corporation. In the event that the Corporation is dissolved, the
net of its remaining assets, if any, shall be transferred to a non chosen by the
members.
Article VII. Indemnification
Directors, officers and agents of the Corporation shall have rights to indemnification
by the Corporation as provided in the Articles of Incorporation.
Article VIII. Resolutions
Resolutions in general meetings shall be adopted upon receiving a simple majority of
votes cast. The text of each adopted resolution will be published in the next issue of
the Membership newsletter. Adopted resolutions shall remain in effect until amended
or rescinded by subsequent resolutions.
Article IX. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by: (1) the vote of a two-thirds majority of the Board of Directors at any meeting of
the Board in which there is a quorum; (2) the subsequent distribution of the approved
amendments by written notice to the Membership; and (3) a two-thirds majority vote
of the Members constituting a quorum. The Bylaws may contain any provisions for
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the regulations and management of the affairs of the Corporation not prohibited by
law or the Articles of Incorporation.
The foregoing Bylaws were adopted by the Board of Directors on this, the 1st day of
May, 2000.
________________________________,
Nicole Nelson, Secretary
Revised January 2001.
________________________________,
Nicole Nelson, Secretary
Revised on 2 December 2002.
________________________________,
Amy Harman, Secretary
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